Amended Statement of Ownership (sc 13g/a)
February 10 2023 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Twin
Vee PowerCats Co.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
90177C101
(CUSIP Number)
Joseph C. Visconti
c/o Twin Vee PowerCats Co.
3101 S. US-1
Ft. Pierce, Florida 34982
(772) 429-2525
(Name, address and telephone number of person authorized
to receive notices and communications)
With a copy to:
Leslie Marlow
Blank Rome LLP
1271 Avenue of the
Americas
New York, New York
10020
(212) 885-5000
December 31, 2022
(Date of event which
requires filing of this statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
90177C101 |
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SCHEDULE
13G |
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Page
2 of 6 Pages |
1 |
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NAME
OF REPORTING PERSONS
Joseph
C. Visconti |
2 |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐
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3 |
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SEC
USE ONLY
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4 |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER OF
SHARES
BENEFICIALLY
OWN BY
EACH
REPORTING
PERSON
WITH |
|
5 |
|
SOLE
VOTING POWER
2,506,437
shares of Common Stock |
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6 |
|
SHARED
VOTING POWER
0
shares of Common Stock
|
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7 |
|
SOLE
DISPOSITIVE POWER
2,506,437
shares of Common Stock
|
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8
|
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SHARED
DISPOSITIVE POWER
0
shares of Common Stock
|
9 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,506,437
shares of Common Stock
|
10 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.84%(1) |
12 |
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TYPE
OF REPORTING PERSON
IN |
|
(1) |
Based on 9,519,705 shares of Common Stock issued and outstanding
as of December 31, 2022 and 178,285 shares of Common Stock issuable upon options that will vest and be exercisable within 60 days of
December 31, 2022. |
CUSIP No.
90177C101 |
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SCHEDULE
13G |
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Page
3 of 6 Pages |
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Item 1(a) |
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Name
of Issuer:
Twin
Vee PowerCats Co. |
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Item 1(b) |
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Address
of Issuer’s Principal Executive Offices:
3101
S. US-1
Ft.
Pierce, Florida 34982
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Item
2(a) |
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Name
of Person Filing:
This
statement is being filed solely by Joseph C. Visconti (sometimes referred to as the “Reporting Person”). |
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Item
2(b) |
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Address
of Principal Business Office or, if none, Residence:
The
address for the principal business office of Joseph C. Visconti is:
c/o
Twin Vee PowerCats, Inc.
3101
S. US-1
Ft.
Pierce, Florida 34982 |
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Item
2(c) |
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Citizenship:
Joseph
C. Visconti is a citizen of the United States. |
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Item
2(d) |
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Title
of Class of Securities:
Common
Stock, par value $0.001 per share |
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Item
2(e) |
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CUSIP
No.:
90177C101 |
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Item 3. If this Statement is Filed Pursuant to Rule
13d-1(b), or 13d-2(b) or (c), check whether the Person Filing is:
(a) ☐ Broker
or dealer registered under Section 15 of the Exchange Act;
(b) ☐ Bank
as defined in Section 3(a) (6) of the Exchange Act;
(c) ☐ Insurance
company as defined in Section 3(a) (19) of the Exchange Act;
(d) ☐ Investment
company registered under Section 8 of the Investment Company Act;
(e) ☐ An investment adviser in accordance with Rule 13d-1(b)
(1) (ii) (E);
(f)
☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b) (1) (ii) (F);
(g) ☐ A parent holding company or control person in accordance
with Rule 13d-1(b) (1) (ii) (G);
(h) ☐ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
CUSIP No.
90177C101 |
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SCHEDULE
13G |
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Page
4 of 6 Pages |
(i) ☐ A
church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act;
(j) ☐ Group,
in accordance with Rule 13d-1(b) (1) (ii) (J).
Not applicable.
Item 4. Ownership
The following information is provided as of December
31, 2022:
Prior to the merger (the “merger”) of
Twin Vee Powercats, Inc. with and into Twin Vee PowerCats Co., effective November 29, 2022, Twin Vee Powercats, Inc. was the beneficial
owner of, and had shared voting and dispositive power with respect to, 4,000,000 shares of Common Stock owned of record by it. Twin Vee
PowerCats, Inc. had shared voting and dispositive power over certain of these 4,000,000 shares with Joseph C. Visconti, the Chairman of
the Board of Directors and Chief Executive Officer of Twin Vee PowerCats Co. Upon the effectiveness of the merger, Twin Vee Powercats,
Inc. ceased to exist and Mr. Visconti was issued 2,328,152 shares of Common Stock of Twin Vee PowerCats Co. due to his 58.25% ownership
of the outstanding common stock of Twin Vee Powercats, Inc.
Mr. Visconti was issued an option to purchase 272,000
shares of Common Stock upon consummation of the Company’s initial public offering in July 2021, of which 143,563 shares of Common
Stock will vest and be exercisable within 60 days of December 31, 2022 and are included in the number of shares of Common Stock beneficially
owned by Mr. Visconti. In addition, on October 20, 2022, Mr. Visconti was issued an option to purchase 250,000 shares of Common Stock,
of which 34,722 shares of Common Stock will vest and be exercisable within 60 days of December 31, 2022 and are included in the number
of shares of Common Stock beneficially owned by Mr. Visconti.
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The
following sets forth in tabular format the share ownership of the Reporting Person: |
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(a) |
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Amount
beneficially owned: |
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Mr. Visconti is the beneficial owner of 2,506,437 shares of Common Stock. |
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(b) |
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Percent
of class: |
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25.84%
for Mr. Visconti |
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(c) |
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Number
of shares as to which such person has: |
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(i) |
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sole
power to vote or to direct the vote: |
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2,506,437
shares for Mr. Visconti. |
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(ii) |
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shared
power to vote or to direct the vote: |
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0
shares for Mr. Visconti. |
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(iii) |
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sole
power to dispose or to direct the disposition of: |
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2,506,437
shares for Mr. Visconti. |
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(iv) |
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shared
power to dispose or to direct the disposition of: |
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0
shares for Mr. Visconti. |
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CUSIP
No. 90177C101 |
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SCHEDULE
13G |
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Page
5 of 6 Pages |
Item
5. |
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Ownership
of Five Percent or Less of a Class. |
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐. |
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Item
6. |
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Ownership
of More than Five Percent on Behalf of Another Person. |
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Not
applicable. |
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Item
7. |
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not
applicable. |
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Item
8. |
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Identification
and Classification of Members of the Group. |
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Not
applicable. |
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Item
9. |
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Notice
of Dissolution of Group. |
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Not
applicable. |
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Item
10. |
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Certifications. |
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Not
applicable. |
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[signature page follows]
CUSIP
No. 90177C101 |
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SCHEDULE
13G |
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Page
6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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/s/
Joseph C. Visconti |
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Joseph
C. Visconti |
Date: February 10, 2023
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